Attention: Chief Financial Officer & General Counsel

Exhibit 10.2 AIAae Document A121 TM CMc - 2003 and AGC Document 565 Standard Form of Agreement Between Owner and Construction Manager where the Construction Manager is Also the Constructor AGREEMENT
made as of the 17 th day of January in the year of 2006.
(In words, indicate day, month and year) BETWEEN the Owner:
(Name and address) Genitope Corporation
525 Penobscot Drive
Redwood City, California 94063
Attention: Chief Financial Officer & General Counsel
Telephone: (650) 482-2000
Facsimile: (650) 482-2002and the Construction Manager:
(Name and address) XL Construction Corporation
1500 Berger Drive
San Jose, California 95112-2703
Attention: Mario Wijtman
Telephone: (408) 271-2425
Facsimile: (408) 271-2426The Project is:
(Name, address and brief description) Construction of interior office and laboratory improvements within that certain two-story industrial building (which building is sometimes referred to in the Contract Documents as " Building 1" and referred to in the " Landlord/Tenant Construction Agreement" and " Lease Agreement" (as those terms are defined in Sections 1.3 and 2.6 below, respectively) as " Building 5" ) containing approximately 109,786 square feet of space and located at 6900 Dumbarton Circle, Fremont, California, as is more particularly described in Construction Manager' s Proposal in the form previously provided by Construction Manager to Owner.The Architect is:
(Name and address) Dowler-Gruman Architects
550 Ellis Street
Mountain View, California 94043
Attention: Mark L. Davis
Telephone: (650) 943-1660
Facsimile: (650) 943-1670The Owner and Construction Manager agree as set forth below: ADDITIONS AND DELETIONS: The author of this document has added information needed for its completion. The author may also have revised the text of the original AIA standard form. An Additions and Deletions Report that notes added information as well as revisions to the standard form text is available from the author and should be reviewed.This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification.The 1997 Edition of AIAae Document A20199, General Conditions of the Contract for Construction, is referred to herein. This Agreement requires modification if other general conditions are utilized. ELECTRONIC COPYING of any portion of this AIAae Document to another electronic file is prohibited and constitutes a violation of copyright laws as set forth in the footer of this document. AIA Document A12199CMc - 2003 and AGC Document 565. Copyright a9 1991 and 2003 by The American Institute of Architects and The Associated General Contractors of America. All rights reserved. WARNING: This document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 11:16:45 on 12/30/2004 under Order No.1000135790_1 which expires on 8/31/2005, and is not for resale. User Notes: genitope-xlconstruction-a121(1638431218)

1


TABLE OF CONTENTS ARTICLE 1 GENERAL PROVISIONSa7 1.1 Relationship of the Partiesa7 1.2 General Conditions ARTICLE 2 CONSTRUCTION MANAGER' S RESPONSIBILITIESa7 2.1 Preconstruction Phasea7 2.2 Guaranteed Maximum Price Proposal and Contract Timea7 2.3 Construction Phasea7 2.4 Professional Servicesa7 2.5 Hazardous Materials ARTICLE 3 OWNER' S RESPONSIBILITIESa7 3.1 Information and Servicesa7 3.2 Owner' s Designated Representativea7 3.3 Architecta7 3.4 Legal Requirements ARTICLE 4 COMPENSATION AND PAYMENTS FOR PRECONSTRUCTION PHASE SERVICESa7 4.1 Compensationa7 4.2 Payments ARTICLE 5 COMPENSATION FOR CONSTRUCTION PHASE SERVICESa7 5.1 Compensationa7 5.2 Guaranteed Maximum Pricea7 5.3 Changes in the Work ARTICLE 6 COST OF THE WORK FOR CONSTRUCTION PHASEa7 6.1 Costs to Be Reimburseda7 6.2 Costs Not to Be Reimburseda7 6.3 Discounts, Rebates and Refundsa7 6.4 Accounting Records ARTICLE 7 CONSTRUCTION PHASEa7 7.1 Progress Paymentsa7 7.2 Final Payment ARTICLE 8 INSURANCE AND BONDSa7 8.1 Insurance Required of the Construction Managera7 8.2 Insurance Required of the Ownera7 8.3 Performance Bond and Payment Bond ARTICLE 9 MISCELLANEOUS PROVISIONSa7 9.1 Dispute Resolutiona7 9.2 Other Provisions ARTICLE 10 TERMINATION OR SUSPENSIONa7 10.1 Termination Prior to Establishing Guaranteed Maximum Pricea7 10.2 Termination Subsequent to Establishing Guaranteed Maximum Pricea7 10.3 Suspension ARTICLE 11 OTHER CONDITIONS AND SERVICES AIA Document A12199CMc - 2003 and AGC Document 565. Copyright a9 1991 and 2003 by The American Institute of Architects and The Associated General Contractors of America. All rights reserved. WARNING: This document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 11:16:45 on 12/30/2004 under Order No.1000135790_1 which expires on 8/31/2005, and is not for resale. User Notes: genitope-xlconstruction-a121(1638431218)

2


ARTICLE 1 GENERAL PROVISIONSa7 1.1 RELATIONSHIP OF PARTIES The Construction Manager accepts the relationship of trust and confidence established with the Owner by this Agreement, and covenants with the Owner to furnish the Construction Manager' s reasonable skill and judgment and to cooperate with the Architect, the " Landlord" (as defined in Section 1.3(iv), below) and any consultants and/or any separate contractors retained by Owner (the " Owner Consultants" ) in furthering the interests of the Owner and the Landlord. The Construction Manager shall furnish construction administration and management services and use the Construction Manager' s best efforts to perform the Project in an expeditious and economical manner consistent with the interests of the Owner and the Landlord. The Owner shall endeavor to promote harmony and cooperation among the Owner, Architect, Landlord, Construction Manager and other persons or entities employed by the Owner for the Project.a7 1.2 GENERAL CONDITIONS For the Construction Phase, the General Conditions of the contract shall be the AIAae Document A20199-1997, General Conditions of the Contract for Construction (the " General Conditions" ), which is incorporated herein by reference. For the Preconstruction Phase, or in the event that the Preconstruction and Construction Phases proceed concurrently, the General Conditions shall apply to the Preconstruction Phase only as specifically provided in this Agreement. The term " Contractor" as used in the General Conditions shall mean the Construction Manager.a7 1.3 CONTRACT DOCUMENTS The Contract Documents consist of the following, which, together with Modifications made in the manner provided therein and issued subsequent to the execution of this Agreement, form the " Contract" : (i) This Agreement; (ii) The Amendment to Standard Form of Agreement Between Owner and Construction Manager where the Construction Manager is also the Constructor, AIA Document A-121/CMc-a-1998 (" A121 Amendment" ), the form of which has been agreed to by the parties and is attached hereto. At the time that the " Guaranteed Maximum Price" and " Contract Time" (as those terms are defined in the a1221 Amendment) are mutually and reasonably agreed to by the parties, the A121 Amendment shall be modified to set forth the agreed upon Guaranteed Maximum Price and Contract Time, and shall thereafter be promptly executed by Owner and Construction Manager and attached hereto and incorporated herein by this reference; (iii) The General Conditions; (iv) The " Construction Agreement Related to Lease Agreement dated May 16, 2005 for Building 5" (the " Landlord/Tenant Construction Agreement" ) between The John Arrillaga Survivor' s Trust and the Richard T. Peery Separate Property Trust, as landlord (" Landlord" ), and Owner, as tenant, a copy of which Landlord/Tenant Construction Agreement has previously been provided to Construction Manager by Owner; and (v) The " Construction Documents" which shall consist of the specifications (" Specifications" ) and the drawings (" Drawings" ) prepared by the Architect in connection with the Project, subject to any qualifications and exclusions relating thereto.In the event of any conflict between any of the documents described above, the terms and provisions of this Agreement and/or the Amendment (once executed by the parties) shall control over those of the General Conditions, the Landlord/ Tenant Construction Agreement and Construction Documents, and the terms and provisions of the General Conditions shall control over those of the Landlord/Tenant Construction Agreement and Construction Documents. In the event of a conflict between the Specifications and the Drawings, regarding material, quality, size, shape or dimension, the Architect (with the Owner' s approval) and/or the Owner, shall decide the correct intent and instruct the Construction Manager how to proceed. Construction Manager agrees that in constructing the " Work" (as defined in Section 1.1.3 of the General Conditions) in accordance with the requirements of the Contract Documents, including, without limitation, the Landlord/Tenant Construction Agreement, Construction Manager shall satisfy all obligations, duties, and requirements of Owner thereunder relative to the physical construction of the Work. ARTICLE 2 CONSTRUCTION MANAGER' S RESPONSIBILITIES The Construction Manager shall perform the services described in the Contract Documents. The Construction Manager shall provide sufficient organization, personnel and management to carry out the requirements of this Agreement in an expeditious and economical manner consistent with the interests of the Owner and the Landlord. The Construction Manager shall use first-rate efforts in the performance of all Work and services rendered under this Agreement. The services to be provided under Sections 2.1 and 2.2 of this Agreement constitute the Preconstruction Phase services. If AIA Document A12199CMc - 2003 and AGC Document 565. Copyright a9 1991 and 2003 by The American Institute of Architects and The Associated General Contractors of America. All rights reserved. WARNING: This document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 11:16:45 on 12/30/2004 under Order No.1000135790_1 which expires on 8/31/2005, and is not for resale. User Notes: genitope-xlconstruction-a121(1638431218)

3


the Owner and Construction Manager reasonably agree, after consultation with the Architect, the Construction Phase may commence before the Preconstruction Phase is completed, in which case both phases will proceed concurrently.a7 2.1 PRECONSTRUCTION PHASEa7 2.1.1 PRELIMINARY EVALUATION The Construction Manager shall review the program furnished by the Owner to ascertain the requirements of the Project and shall arrive at a mutual understanding of such requirements with the Owner. The Construction Manager shall provide a preliminary evaluation of the Owner' s program and Project budget requirements, each in terms of the other.a7 2.1.2 CONSULTATION At the Owner' s request, the Construction Manager with the Architect shall jointly schedule and attend regular meetings with the Owner. The Construction Manager shall regularly consult with the Owner and Architect regarding site use and improvements and the selection of materials, building systems and equipment. The Construction Manager shall provide recommendations on construction feasibility; actions designed to minimize adverse effects of labor or material shortages; time requirements for procurement, installation and construction completion; and factors related to construction cost, including, without limitation, estimates of alternative designs or materials, preliminary budgets and possible economies. The Construction Manager shall expeditiously review design documents during their development and advise on proposed site use and improvements, selection of materials, building systems and equipment, and methods of Project delivery. The Construction Manager shall provide recommendations on relative feasibility of construction methods, availability of materials and labor, time requirements for procurement, installation and construction, and factors related to construction cost including, but not limited to, costs of alternative designs or materials, preliminary budgets, and possible economies.a7 2.1.3 PROJECT SCHEDULE Owner and Construction Manager shall establish a detailed schedule governing the Project and the performance of the Work (the " Project Schedule" ). Construction Manager' s preliminary Project Schedule for the Work has previously been provided by Construction Manager to Owner. As the Construction Documents are developed, the Construction Manager shall periodically update such preliminary Project Schedule and submit the same to Owner for approval. At the time of the parties' establishment of the Guaranteed Maximum Price, Construction Manager and Owner shall agree on a final Project Schedule. The Construction Manager shall obtain the Architect' s approval of the portion of the Project Schedule relating to the performance of the Architect' s services. The Construction Manager shall coordinate and integrate the Project Schedule with the services and activities of the Owner, Architect, Owner' s Consultants (if any), and Construction Manager. As the Work proceeds, the Project Schedule shall be updated by Construction Manager (with the approval of the Owner) as frequently as required to indicate proposed activity sequences and durations, milestone dates for receipt and approval of pertinent information, submittal of a Guaranteed Maximum Price proposal, preparation and processing of shop drawings and samples, delivery of materials or equipment requiring long-lead-time procurement, Owner' s occupancy requirements showing portions of the Project having occupancy priority, and proposed date of Substantial Completion. If any Project Schedule update indicates that previously approved schedules may not be met, the Construction Manager shall promptly make appropriate recommendations to the Owner and Architect.a7 2.1.4 PHASED CONSTRUCTION The Construction Manager shall make recommendations to the Owner and Architect regarding the phased issuance of Drawings and Specifications to facilitate phased construction of the Work, if the Owner, Architect and Construction Manager reasonably agree that such phased construction is appropriate for the Project, taking into consideration such factors as economies, time of performance, availability of labor and materials, and provisions for temporary facilities.a7 2.1.5 PRELIMINARY COST ESTIMATESa7 2.1.5.1 When the Project requirements have been sufficiently identified and the Architect has prepared other basic design criteria, as necessary, the Construction Manager shall prepare, for the review of the Architect and written approval of the Owner, a preliminary cost estimate utilizing area, volume or similar conceptual estimating techniques. In addition, the Construction Manager shall provide cost evaluations of alternative materials and systems. The Construction Manager shall prepare and review with the Owner and the Architect a construction budget (the " Budget" ) based on current area, volume, or other unit costs and allocated on a line-item. As a preliminary Budget, the Owner and Construction Manager have established Nineteen Million Dollars ($19,000,000), to be allocated on a line-item basis as determined by Owner from time to time. The Construction Manager shall use its best efforts in consulting with the Architect and Owner regarding the design of the Project to keep the total of all costs in connection with the Project AIA Document A12199CMc - 2003 and AGC Document 565. Copyright a9 1991 and 2003 by The American Institute of Architects and The Associated General Contractors of America. All rights reserved. WARNING: This document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 11:16:45 on 12/30/2004 under Order No.1000135790_1 which expires on 8/31/2005, and is not for resale. User Notes: genitope-xlconstruction-a121(1638431218)

4


within budget and the costs of each line-item below the amounts allocated thereto in the then current Budget. Further, the Budget shall be amended from time-to-time by Construction Manager to include Owner-approved changes, if any.a7 2.1.5.2 When Schematic Design Documents have been prepared by the Architect and approved by the Owner, the Construction Manager shall prepare, for the review of the Architect and approval of the Owner, a more detailed estimate of the total of the Cost of the Work, which detailed estimate shall include supporting data and comparative analysis against the Budget and the line items set forth therein. As required by the Owner at appropriate intervals in the progress of the Schematic Design Phase, the Construction Manager shall cause the Architect to provide schematic design studies for review and written approval by the Owner and Construction Manager. During the preparation of the Design Development Documents, the Construction Manager shall update and refine such estimate at appropriate intervals agreed to by the Owner, Architect and Construction Manager. Throughout the development of the Schematic Design Documents, Construction Manager shall regularly update the Budget and Project Schedule as mutually agreed upon by Owner and Construction Manager.a7 2.1.5.3 When Design Development Documents have been prepared by the Architect and approved by the Owner, the Construction Manager shall prepare a detailed estimate of the total of all costs in connection with the Project, which detailed estimate shall include supporting data and comparative analysis against the Budget and the line items set forth therein for review by the Architect and written approval by the Owner. During the preparation of the Construction Documents, the Construction Manager shall update and refine this estimate at appropriate intervals agreed to by the Owner, Architect and Construction Manager. Throughout the development of the Design Development Documents, Construction Manager shall regularly update the Budget and Project Schedule as mutually agreed upon by Owner and Construction Manager.a7 2.1.5.4 If any estimate submitted to the Owner exceeds previously approved estimates or the Budget, the Construction Manager shall promptly make appropriate recommendations to the Owner and Architect.a7 2.1.5.5 The Construction Manager shall assist the Owner and Architect during funding activities in gathering and preparation of information on development costs, site analysis, interim and/or construction funding, and permanent or long-term funding. Construction Manager' s services to support funding would include preparation of conceptual and construction cost estimates, as requested by the Owner.a7 2.1.6 SUBCONTRACTORS AND SUPPLIERS The Construction Manager shall develop subcontractor interest in the Project and shall furnish to the Owner and Architect for their reasonable approval a list of possible subcontractors, including suppliers who are to furnish materials or equipment fabricated to a special design, from whom proposals will be requested for each principal portion of the Work. The Owner or Architect will promptly reply in writing to the Construction Manager if the Architect, Owner or Landlord object to any such subcontractor or supplier. The receipt and/or approval of such list shall not require the Owner or Architect to investigate the qualifications of proposed subcontractors or suppliers, nor shall it waive the right of the Owner, Landlord or Architect later to object to or reject any proposed subcontractor or supplier.a7 2.1.7 LONG-LEAD-TIME ITEMS The Construction Manager shall recommend to the Owner and Architect a schedule for procurement of long-lead-time items which will constitute part of the Work as required to meet the Project schedule. With the Owner' s prior written approval, the Construction Manager shall expedite the delivery of all such long-lead-time items.a7 2.1.8 EXTENT OF RESPONSIBILITY The Construction Manager does not warrant or guarantee estimates and estimated schedules except as may be included as part of the Guaranteed Maximum Price and the final approved Project Schedule. The recommendations and advice of the Construction Manager concerning design alternatives shall be subject to the review and written approval of the Owner and the Owner' s professional consultants. It is not the Construction Manager' s responsibility to ascertain that the Drawings and Specifications are in accordance with applicable laws, statutes, ordinances, building codes, rules and regulations. However, if the Construction Manager recognizes that portions of the Drawings and Specifications are at variance therewith, the Construction Manager shall promptly notify the Architect and Owner in writing of any variance between the Drawings and Specifications and any applicable laws, statutes, ordinances, building codes, rules and/or regulations (collectively, the " Applicable Laws" ) of which it is aware. AIA Document A12199CMc - 2003 and AGC Document 565. Copyright a9 1991 and 2003 by The American Institute of Architects and The Associated General Contractors of America. All rights reserved. WARNING: This document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 11:16:45 on 12/30/2004 under Order No.1000135790_1 which expires on 8/31/2005, and is not for resale. User Notes: genitope-xlconstruction-a121(1638431218)

5


a7 2.1.9 EQUAL EMPLOYMENT OPPORTUNITY AND AFFIRMATIVE ACTION The Construction Manager shall comply with Applicable Laws, regulations and special requirements of the Contract Documents regarding equal employment opportunity and affirmative action programs.a7 2.2 GUARANTEED MAXIMUM PRICE PROPOSAL AND CONTRACT TIMEa7 2.2.1 The Construction Manager' s Guaranteed Maximum Price for the Work, including the estimated Cost of the Work as defined in Article 6 of this Agreement and the Construction Manager' s Fee as defined in Article 5 of this Agreement, shall be agreed to by the parties within twenty-one (21) days after Construction Manager' s receipt of Construction Documents for the Work that are at least ninety percent (90%) complete and have been approved by Owner, subject to additions and deductions by Change Order as provided in the Contract Documents. The parties' agreement upon the Guaranteed Maximum Price (and the Contract Time) shall be set forth in the A121 Amendment which shall be executed by the parties as required under Section 1.3(ii), above and shall be incorporated herein.a7 2.2.2 If the Drawings and Specifications are not finished at the time the Guaranteed Maximum Price proposal is prepared (and the A121 Amendment is executed), the Construction Manager may, with the approval of Owner, reasonably provide in the Guaranteed Maximum Price for further development of the Drawings and Specifications by the Architect that is materially consistent with the Contract Documents and reasonably inferable therefrom. Such further development shall not include such things as material changes in scope, systems, kinds and quality of materials, finishes or equipment, all of which, if required, shall be incorporated by Change Order pursuant to the terms of the Contract Documents.a7 2.2.3 CONSTRUCTION MANAGER' S CONTINGENCY . The Construction Manager' s " Contingency" for unforeseen items as of the establishment of the GMP, if any, shall not exceed four percent (4%) of the Cost of the Work, the precise percentage of which shall be set at the time the GMP is established subject to the foregoing limitation. The Construction Manager shall obtain Owner' s reasonable approval in writing prior to any proposed single or cumulative allocation of Contingency (which approval by Owner shall be given or denied within a reasonable time not to exceed five (5) days) and shall supply Owner with detailed information and backup related to such proposed use of the Contingency. Further, the Construction Manager shall provide Owner, on a weekly basis, an updated summary report of all Contingency amounts expended for the Project. The Contingency may not be used for (1) cost overruns where costs projected by Construction Manager for specified items not otherwise added to the Work by Change Order prove to be inadequate; (3) items allowed under Paragraph 7 (Changes) of the General Conditions; and (4) amounts in excess of the GMP. Subject to Owner' s prior-written approval and the foregoing limitations, the Contactor may use the Contingency for the following items:(A) conditions or events not foreseen or known to the Construction Manager at the time the GMP was agreed upon by the parties;(B) gaps in the Construction Manager' s or Subcontractor' s Scope of Work which were not foreseen or known to the Construction Manager during the performance of the pre-construction services, if any, or at the time the GMP was agreed to by the parties;(C) non-compensable delays which were not foreseen or known to the Construction Manager during the performance of the pre-construction services, if any, or at the time the GMP was agreed to by the parties (except the Construction Manager may not use Contingency for Weather Days unless the number of Weather Days per year, as agreed to herein by the parties, are exceeded). However, compensation for delays shall only include compensation for actual delay costs and not consequential, estimated or speculative costs;(D) omissions by the Construction Manager not caused by the willful misconduct of the Construction Manager covering erroneous or omitted items that Owner would have paid for as a Cost of the Work had such items been included in the Contract Documents or reasonably inferable therein (" Missed Items" ). The cost of each such Missed Item shall be the cost had the Missed Item been competitively bid at the commencement of the Project rather than the cost incurred when the Missed Item is undertaken during the construction phase which cost shall be subject to adjustment as provided hereinbelow. The Construction Manager shall bear the burden of demonstrating what the competitive cost of each such Missed Item would have been at the commencement of the Project. Further, the cost of any Missed Item shall not include consequential costs or damages, such as removal and replacement of work necessitated by any Missed Item, changes in sequence or overtime; and AIA Document A12199CMc - 2003 and AGC Document 565. Copyright a9 1991 and 2003 by The American Institute of Architects and The Associated General Contractors of America. All rights reserved. WARNING: This document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 11:16:45 on 12/30/2004 under Order No.1000135790_1 which expires on 8/31/2005, and is not for resale. User Notes: genitope-xlconstruction-a121(1638431218)

6


(E) cost overruns on Allowance Items otherwise includable in the Cost of the Work pursuant to the Contract Documents.Notwithstanding anything to the contrary contained herein, all Missed Items shall be performed in sequence and timing necessary to maintain the Project Schedule and Owner and Construction Manager shall discuss the use of any remaining Contingency funds toward such costs on a case-by-case basis. In determining the appropriate amount, if any, of remaining Contingency funds to be used toward the costs of Missed Items determined pursuant to the method of calculation described in Paragraph (D) above, where applicable, due consideration shall be given to the fact that, had the Owner been informed by Construction Manager of certain Missed Items at the commencement of the Project, Owner may have elected to choose an alternate course of action whereby the need for such items or certain portions thereof may have been avoided or the costs of such items could have been reduced or mitigated entirely.The parties shall mutually agree upon a Contingency Allocation Form to allocate funds in and out of the Construction Manager' s Contingency. All use of Contingency funds must be approved in writing by Owner in advance. Any Contingency remaining upon Substantial Completion of the Work shall accrue to Owner.a7 2.2.4 BASIS OF GUARANTEED MAXIMUM PRICE The Constru ...